Terms and Conditions Creators of Live B.V.
The private company Creators of Live B.V. (hereinafter: Creators of Live) is registered with the Chamber of Commerce under number 83285741 and is located at Dalemstraat 36 (4201 BP) in Gorinchem, The Netherlands.
PART I – General
Article 1 – Definitions
- In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise.
- Offer: any offer or quotation to Client for the provision of Services by Creators of Live.
- Company: The natural or legal person acting in the exercise of a profession or business.
- Consumer: The natural person who is not acting in the exercise of a profession or business.
- Content creation: the process of creating ideas, designs of both written and visual content in the broadest sense, on any format.
- Design(s): the invitations, logos, forms, flyers, developed by Creators of Live for Client.
- Services: The Services that Creators of Live offers are planning and organizing Events in a broad sense as well as mediation and project management, the decoration and styling of the Event, taking care of the catering, coming up with creative concepts, creating content and design, taking care of printed matter, taking care of social media marketing and taking care of flowers as well as providing advice, training and coaching to Client to realize the desired results.
- Service Provider: the private company Creators of Live B.V., incorporated under the laws of the Netherlands, established in the Netherlands and offering Services to the Client hereinafter: Creators of Live.
- Event: the Event organized by Creators of Live on behalf of Client, both nationally and internationally.
- Client: the natural or legal person acting in the course of a profession or business who has appointed Creators of Live, granted Creators of Live projects for Services performed by Creators of Live, or to whom Creators of Live has made a proposal under an Agreement.
- Agreement: any Agreement and other obligations between Customer and Creators of Live, as well as proposals of Creators of Live for Services provided by Creators of Live to Customer, which are accepted by Customer and have been accepted and performed by Creators of Live with which these general terms and conditions form an indissoluble whole.
Article 2 – Applicability
- These terms and conditions apply to each Creators of Live Offer, each Agreement between Creators of Live and Client, and to each service offered by Creators of Live.
- Before an Agreement is concluded, the Client shall be provided with these general terms and conditions. If this is not reasonably possible, Creators of Live shall indicate to the Client in what way the Client may inspect the general terms and conditions.
- Deviation from these general terms and conditions is not possible. Deviation from these general terms and conditions is possible in exceptional situations, provided that this has been explicitly agreed upon in writing with Creators of Live.
- These general terms and conditions shall also apply to additional, amended and follow-up orders from the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these general terms and conditions are partially or fully void or voided, the remaining provisions of these general terms and conditions will remain in effect, and the void/c voided provision(s) will be replaced by a provision with the same intent as the original provision.
- Uncertainties about the content, explanation or situations not regulated by these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
- The applicability of articles 7:404 and 7:407 (2) of the Dutch Civil Code is explicitly excluded.
- Where reference is made in these General Terms and Conditions to she/he, this shall also be construed as a reference to he/she/it, if and to the extent applicable.
- In the event that Creators of Live has not at all times complied with these General Terms and Conditions, it shall retain its right to demand compliance with these General Terms and Conditions in whole or in part.
Article 3 – The Offer
- All offers made by Creators of Live are without obligation, unless expressly stated otherwise in writing. If the Offer is valid for a limited time or subject to specific conditions, this shall be expressly stated in the Offer.
- Creators of Live shall only be bound by an Offer if confirmed in writing by the Client within 30 days. Nevertheless, Creators of Live shall have the right to refuse an Agreement with a (potential) Client for a reason deemed valid by Creators of Live.
- The offer shall contain a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any details in the offer are merely an indication and cannot be a ground for any compensation or for dissolution of the Agreement.
- Offers or quotations do not automatically apply to follow-up orders.
- Delivery times in the offer of Creators of Live are in principle indicative and, if exceeded, shall not entitle Client to rescission or damages, unless expressly agreed otherwise.
Article 4 – Realization of the Agreement
- The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Creators of Live by returning a signed copy (scanned or original) to Creators of Live, or has given its explicit and unambiguous consent to the Offer by e-mail.
- Creators of Live has the right to revoke the (signed) Agreement within 5 business days of receiving the acceptance.
- Creators of Live shall not be bound by an Offer if the Client could reasonably have expected or ought to have understood that the Offer contains an obvious mistake or clerical error. The Client may not derive any rights from this mistake or error.
- If the Client cancels an order that has already been confirmed, the actual costs already incurred (including time spent) will be charged to the Client.
- Any Agreement entered into with Creators of Live or any project awarded to Creators of Live by Client shall be vested in the Company and not in any individual associated with Creators of Live.
- The right of withdrawal of Customer being a Company is excluded, unless otherwise agreed. The Customer, being a Consumer, shall have a right of withdrawal during the statutory period of 14 days, unless Creators of Live has already commenced rendering the Service with the Customer’s consent. By means of this permission, the Client waives its right of withdrawal.
- If the Agreement is entered into by more than one Principal, each Principal shall be jointly and severally liable for the performance of all obligations arising from the Agreement.
Article 5 – Duration of the Agreement
- The Agreement is entered into for a definite period of time, unless the content, nature or scope of the assignment entails that it is entered into for an indefinite period of time. The duration of the assignment shall also depend on external factors including, but not limited to, the quality and timely delivery of the information that Creators of Live obtains from the Client.
- Both the Client and Creators of Live may dissolve the Agreement on the ground of an attributable failure in the performance of the Agreement if the other party has been given written notice of default and a reasonable period within which to discharge its obligations and if it still fails to discharge its obligations properly. This also includes the Customer’s payment and cooperation obligations.
- Dissolution of the Agreement shall not affect the Client’s payment obligations insofar as Creators of Live has already performed work or delivered services at the time of dissolution. The Client shall pay the agreed fee.
- In the event of early termination of the Agreement, the Client shall owe Creators of Live the costs actually incurred until that moment at the agreed hourly rate. The Creators of Live time registration shall be decisive in this respect.
- Both the Client and Creators of Live may terminate the Agreement in whole or in part in writing with immediate effect and without further notice of default if either party is granted a suspension of payments, files for bankruptcy or if the company concerned is liquidated. If a situation as mentioned above occurs, Creators of Live shall never be held to refund monies already received and/or to pay damages.
Article 6 – Execution of the service
- Creators of Live shall use its best endeavors to perform the agreed service with due care, as may be expected of a good service provider. Creators of Live guarantees a professional and independent service. All Services shall be performed on the basis of an obligation to perform to the best of one’s ability, unless a result has been explicitly agreed upon in writing and described in detail.
- The Agreement under which Creators of Live performs the Services shall govern the scope and extent of the Services. The Agreement shall be performed solely for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
- The information and data provided by the Client are the basis for the Services and prices offered by Creators of Live. Creators of Live has the right to adjust its services and prices if the information provided is incorrect and/or incomplete.
- In performing the Services, Creators of Live shall not be obliged or required to follow the Customer’s instructions if this results in a change in the content or scope of the agreed Services. If the instructions result in further work for Creators of Live, the Client shall be obliged to compensate Creators of Live accordingly for the additional extra costs on the basis of a new quotation.
- Creators of Live shall have the right to engage third parties for the performance of the Services at its sole discretion.
- If the nature and duration of the assignment so require, Creators of Live shall keep the Client informed of progress in the interim by the agreed means.
- The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for a possible established planning. Creators of Live shall never be liable for the adjustment of the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not or not timely or not in the desired format supplied all requested information, provides insufficient cooperation, any advance payment has not been received in time by Creators or Live or because of other circumstances for the account and risk of the Client, Creators or Live shall be entitled to a reasonable extension of the delivery period. All damage and additional costs resulting from a delay due to a cause mentioned above shall be for the account and risk of the Client.
Article 7 – Obligations of the Client
- The Client is under the obligation to provide all requested information by Creators of Live, as well as relevant appendices and related information and data, in a timely manner and/or before the start of the work and in the desired form, in order to ensure the proper and efficient performance of the Agreement. If this is not done, Creators of Live may not be able to fully perform and/or deliver the relevant documents. The consequences of such a situation shall at all times be for the account and risk of the Client.
- Creators of Live shall not be obligated to verify the accuracy and/or completeness of the information provided to it or to update Client with respect to the information if it has changed over time, nor shall Creators of Live be responsible for the accuracy and completeness of the information compiled by Creators of Live for third parties and/or provided to third parties under the Agreement.
- Creators of Live may, if necessary for the performance of the Agreement, request additional information. If this is not done, Creators of Live has the right to suspend its activities until the information is received, without being liable to pay any compensation to the Client on whatever account. In the event of a change in circumstances, the Client shall immediately, or at the latest 3 business days after the change has become known, notify Creators of Live thereof.
- Creators of Live shall be entitled, where appropriate, during the execution of an order for the Client to offer interim results, such as (preliminary) designs, samples or models, to the Client for approval. The Client shall be obliged to offer conclusive proof of approval or rejection within one week after the presentation of the interim results, in default of which the Client shall be deemed to have given its full approval.
- At the first request of Creators of Live, the Client shall return any designs, models, samples or other items, including electronically or otherwise stored data, provided by Creators of Live to the Client at the offer stage. Non-compliance with this obligation shall be qualified by the parties as committing an unlawful act as a result of which the Client shall be liable to pay damages.
Article 8 – Opinions
- Creators of Live may, if so instructed, draw up an advice, plan of approach, design, report, planning and/or report for the provision of services. The content thereof is non-binding and of an advisory nature only, but Creators of Live shall observe its duties of care. The Client shall decide for itself and on its own responsibility whether to follow the advice.
- Any advice given by Creators of Live, in whatever form, shall never be regarded as binding.
- The Client shall, at Creators of Live’s first request, be obliged to assess any proposals submitted by Creators of Live. If Creators of Live is delayed in its work by the fact that the Client does not or not timely submit an evaluation of a proposal made by Creators of Live, the Client shall at all times be solely responsible for the consequences, such as delay, arising therefrom.
- The nature of the service implies that the result is at all times dependent on external factors that may influence the reports and advice of Creators of Live, such as the quality, accuracy and timely delivery of required information and data from the Client and its employees. The Client warrants the quality and timely and correct delivery of the required data and information.
- Customer shall notify Creators of Live in writing prior to the commencement of the work of all circumstances which are or may be of importance including any points and priorities to which Customer desires attention.
Article 9 – Additional work and modifications
- If during the execution of the Agreement it becomes apparent that the Agreement needs to be adjusted, or if at the request of Client further work is necessary to achieve the desired result of Client, Client is obliged to pay for this additional work according to the agreed rate. Creators of Live shall not be obliged to comply with this request and may require Client to enter into a separate Agreement for this purpose and/or refer to an authorized third party.
- If the additional work is the result of negligence on the part of Creators or Live, Creators or Live has made an incorrect estimate or could have reasonably foreseen the work in question, such costs shall not be passed on to the Client.
Article 10 – Prices and payment
- All prices are in principle exclusive of sales tax (VAT), unless otherwise agreed.
- Creators of Live shall render its services in accordance with the agreed (hourly) rate. The costs of the work shall be calculated afterwards on the basis of the timesheets drawn up by Creators of Live (subsequent calculation).
- Travel time on behalf of the Client, and costs related to travel will be charged to the Client.
- The Client is obliged to fully reimburse the costs of third parties employed by Creators of Live after approval of the Client, unless expressly agreed otherwise.
- The parties may agree that the Client should pay an advance. If an advance payment has been agreed, the Client must pay the advance payment before a start is made on the performance of the services.
- The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
- Creators of Live has the right to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are explicitly laid down in the Agreement.
- The Client shall pay these costs in a lump sum, without set-off or suspension, within the specified payment period of no later than 14 days as stated on the invoice, to the account number and details of Creators of Live made known to it.
- In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or application for payment against the Customer, the payment and all other obligations of the Customer under the Agreement shall become immediately due and payable.
- The Client shall be obliged to pay Creators or Live in accordance with the invoice sent by Creators or Live to the Client, unless the Client has timely protested (i.e. within 5 business days from the date of the written confirmation, or within 5 days from the date of invoice or within 5 days from the start of the performance of the Agreement by Creators or Live) against the written confirmation, the invoice or the start of the performance of the Agreement by Creators or Live.
Article 11 – Collection policy
- If the Customer does not fulfil its payment obligation, and has not fulfilled its obligation within the set payment term of 14 days at the latest, the Customer, being a Company, will be in default by operation of law. The Customer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to fulfil the payment obligation with an indication of the extrajudicial costs if the Consumer fails to fulfil her obligations within that term, before she will be in default.
- From the date that the Client is in default, Creators of Live shall, without further notice, be entitled to the statutory commercial interest from the first day of default until full payment, and to compensation for extrajudicial costs in accordance with article 6:96 BW to be calculated according to the graduated scale in the Decree on the compensation of extrajudicial collection costs of 1 July 2012.
- If Creators of Live have incurred more or higher expenses than reasonably necessary, such expenses shall be eligible for reimbursement. The integral judicial and execution costs shall also be borne by the Client.
Article 12 – Privacy, data processing and security
- Creators of Live shall handle the (personal) data of the Client with due care and shall only use them in accordance with the applicable standards. If so required, Creators of Live shall inform the data subject thereof.
- The Client is solely responsible for the processing of data processed through the use of a Creators of Live service. The Client also warrants that the content of the data is not unlawful and does not infringe any rights of third parties. Within this framework, the Client shall indemnify Creators of Live against any claim or legal action relating to such data or the performance of the Agreement.
- If Creators of Live is required under the Agreement to provide security for information, such security shall comply with the agreed specifications and a level of security that is not unreasonable, given the state of the art, the sensitivity of the data, and the costs involved.
Article 13 – Suspension and dissolution
- Creators of Live shall have the right to retain data, data files and more received or created by it if the Client has not yet (fully) fulfilled its payment obligations. This right shall remain unaffected if there is a legitimate reason for Creators of Live to do so, which in that case justifies suspension.
- Creators of Live shall be entitled to suspend the fulfilment of its obligations as soon as the Client fails to fulfil any of its obligations arising from the Agreement, including the late payment of its invoices. The suspension will be immediately confirmed to Customer in writing.
- Creators of Live shall in such case not be liable for any damage, on any account whatsoever, resulting from the suspension of its work.
- The suspension (and/or dissolution) shall not affect Customer’s payment obligations for work already performed. In addition, Customer shall be obligated to reimburse Creators of Live for any financial loss suffered by Creators of Live as a result of Customer’s default.
Article 14 – Force Majeure
- Creators of Live shall not be liable if, as a result of a force majeure situation, it is unable to perform its obligations under the Agreement.
- Force majeure on the part of Creators of Live shall in any event include, but is not limited to: (i) force majeure of suppliers of Creators of Live, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by the Client or its third parties to Creators of Live, (iii) deficiency of software or any third party involved in the execution of the service, (iv) governmental measures (v) electricity, internet, data network and/or telecommunication facility failures, (vi) sickness of employees of Creators of Live or its hired advisors and (vii) other situations which in the opinion of Creators of Live fall outside its sphere of influence and which temporarily or permanently obstruct the performance of its obligations.
- In the event of force majeure, both Parties shall have the right to rescind the Agreement in whole or in part. All costs incurred before the rescission of the Agreement shall in that case be paid by Customer. Creators of Live shall not be obliged to compensate Customer for any losses caused by such rescission.
Article 15 – Limitation of liability
- If any result stipulated in the Agreement is not achieved, a failure on the part of Creators of Live shall be deemed to exist only if Creators of Live has expressly promised such result upon acceptance of the Agreement.
- In the event of an attributable shortcoming on the part of Creators or Live, Creators or Live shall only be liable to pay damages if the Client has given notice of default to Creators or Live within 14 days after discovery of the shortcoming and if Creators or Live has subsequently failed to remedy this shortcoming within a reasonable period of time. The notice of default shall be in writing and shall contain an accurate description/substantiation of the breach, so as to enable Creators of Live to respond adequately.
- If the provision of Services by Creators of Live leads to liability of Creators of Live, such liability shall be limited to the total amount invoiced under the Agreement, but only with respect to the direct damage suffered by the Client, unless the damage is the consequence of intentional acts or omissions or gross negligence on the part of Creators of Live. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, to determine the cause of the damage, the direct damage, the liability and the manner of recovery. The liability is further limited to the maximum amount paid by its liability insurance per event per year.
- Creators of Live expressly excludes all liability for consequential damages. Creators of Live shall not be liable for indirect damage, trading losses, loss of profit and/or losses suffered, missed savings, damage due to business interruption, loss of assets, damage due to delay, loss of interest and immaterial damage.
- Customer shall indemnify Creators of Live against all claims by third parties resulting from a defect arising out of a service provided by Customer to a third party and partly consisting of Services provided by Creators of Live, unless Customer can prove that the damage was caused solely by the service provided by Creators of Live.
- Any advice given by Creators of Live based on incomplete and/or incorrect information provided by the Client shall never constitute grounds for liability on the part of Creators of Live.
- The content of the advice given by Creators of Live is non-binding and of an advisory nature only. The Client shall decide for itself and on its own responsibility whether to follow the proposals and advice of Creators of Live referred to herein. All consequences resulting from following the advice shall be for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice given by Creators of Live. Creators of Live shall not be held to any form of restitution if this is the case.
- If a third party is engaged by or on behalf of the Client, Creators of Live shall never be liable for the actions and advice of the third party engaged by the Client, nor for the incorporation of results (of advice given) of the third party engaged by the Client into Creators of Live’s own advice.
- Creators of Live does not warrant the proper and complete transmission of the content of and email sent by/on behalf of Creators of Live, nor its timely receipt.
- If the order to Creators of Live (partly) includes the creation of a (trademark) name, Creators of Live does not guarantee the possibilities of use of such (trademark) name in connection with possible third-party rights. If the Client so desires – and Creators of Live has expressly instructed the Client to do so – Creators of Live shall conduct a trademark search at the expense of the Client.
- If Creators of Live has purchased or reserved advertising time (on television or radio), or advertising space, other matters or rights within the framework of the performance of the Agreement, and if the purchased or reserved time, space, matters or rights cannot be used, for example because of failure to meet a deadline, all costs related thereto shall be for the account of the Client if the cause is attributable to or within the scope of the Client’s risk.
- All claims of the Client for breach of contract on the part of Creators or Live shall lapse if the Client has not informed Creators or Live in writing, stating reasons, within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, the liability of Creators of Live shall lapse.
Article 16 – Secrecy
- Creators of Live and Client undertake to keep confidential all confidential information obtained in the course of an assignment. The confidentiality arises from the assignment and must also be assumed if one can reasonably expect that the information is confidential. The confidentiality shall not apply if the information in question is already in the public domain/generally known, the information is not confidential and/or the information was not disclosed to Creators of Live by Client during the course of the Agreement and/or was otherwise obtained by Creators of Live.
- In particular, the confidentiality concerns advice, reports, designs, working methods and/or reports prepared by Creators of Live in respect of the Client’s order. The Client is expressly forbidden to share the content thereof with employees who are not authorized to take cognizance thereof and with (unauthorized) third parties. Creators of Live shall furthermore always exercise due care in handling all business sensitive information provided by the Client.
- If Creators of Live is compelled by a statutory provision or a judicial decision to disclose or communicate confidential information to a third party designated by law or by a competent court and Creators of Live cannot claim a right of non-disclosure, Creators of Live shall not be held to pay any compensation and shall not give the Client any ground to dissolve the Agreement.
- Transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by Creators of Live to third parties shall require the written permission of Creators of Live, unless such permission is expressly agreed in advance. The Client shall indemnify Creators of Live against all claims by such third parties arising from reliance on such information disseminated without the written permission of Creators of Live.
- Creators of Live and the Client shall also impose the obligation of confidentiality on third parties engaged by them.
- If the provisions of this article are violated, the Client shall owe Creators of Live an immediately due and payable penalty of €10,000 and a penalty of €1,000 for each day that the violation continues. This shall not affect Creators of Live’s right to claim damages of any kind.
Article 17 – Intellectual Property Rights
- All IP rights and copyrights of Creators of Live including in any case, but not limited to, all designs, content, models, reports and advice shall belong exclusively to Creators of Live and shall not be transferred to Client unless expressly agreed otherwise.
- If it is agreed that one or more of the aforementioned items or works of Creators of Live shall be transferred to the Client, Creators of Live shall have the right to conclude a separate Agreement for this purpose and to claim an appropriate monetary compensation from the Client. Such fee shall be paid by the Client before the Client acquires the relevant goods and/or works with the IP rights vested therein.
- The Client is forbidden to disclose and/or multiply, modify or make available to third parties (including use for commercial purposes) any documents and software covered by Creators of Live’s IP rights and copyrights without the express prior written consent of Creators of Live. If the Client wishes to make changes to goods delivered by Creators of Live, the Client shall explicitly agree to the proposed changes.
- The Client is prohibited from using the items and documents that are subject to the intellectual property rights of Creators of Live other than as agreed in the Agreement.
- The Parties will inform each other and take joint action if an IPR infringement occurs.
- Any infringement by Client of Creators of Live’s IP rights (and copyrights) shall be punishable by a single penalty of €10,000.00 and a penalty of €1,000.00 for each day that the infringement continues. This penalty clause shall not affect Creators of Live’s right to claim damages.
Article 18 – Indemnification and accuracy of information
- The Client is solely responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in whatever form, which it provides to Creators of Live under an Agreement, as well as for the data obtained from third parties and provided to Creators of Live for the performance of the Service.
- The Client shall indemnify Creators of Live against any and all liability arising from any failure to perform, or any failure to perform in a timely manner, any and all accurate, reliable and complete data, information, documents and/or records.
- The Client shall indemnify Creators of Live against all claims of the Client and third parties engaged by it or working under it, as well as clients of the Client, based on the failure to obtain, or to obtain in time, any subsidies and/or permissions required in the context of the performance of the Agreement.
- Client shall indemnify Creators of Live against all claims of third parties arising from work performed on behalf of Client, including but not limited to intellectual property rights on the data and information provided by Client which may be used in the performance of the Agreement and/or acts or omissions of Client vis-à-vis third parties.
- If Customer provides electronic files, software or information carriers to Creators of Live, Customer warrants that they are free of viruses and defects.
Article 19 – Complaints
- If the Client is not satisfied with the service provided by Creators of Live or otherwise has complaints about the performance of its order, the Client is obliged to report these complaints as soon as possible, but no later than within 7 calendar days of the relevant cause that led to the complaint. Complaints may be reported verbally or in writing via firstname.lastname@example.org with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Client in order for Creators of Live to process the complaint.
- Creators of Live shall respond to the complaint in substance as soon as possible, but no later than within 7 calendar days of receipt of the complaint.
- The parties will try to reach a solution together.
Article 20 – Applicable law
- The legal relationship between Creators of Live and Client shall be governed by Dutch law.
- Creators of Live shall have the right to amend these terms and conditions and shall notify Client accordingly.
- In case of translations of these general terms and conditions, the Dutch version shall prevail.
- All disputes arising out of or in connection with the Agreement between Creators of Live and Client shall be settled by the competent court of Rotterdam District Court unless mandatory law provisions designate another competent court.
PART II – Project management, mediation and organization Events
These conditions are in addition to the general part of these general conditions.
Article 21 – The execution of the Agreement
- If in the framework of the agreement Creators of Live or third parties engaged by Creators of Live perform work at the Client’s location or at a location designated by the Client, the Client shall provide the facilities reasonably required by or on behalf of Creators of Live free of charge.
- If the Agreement is performed in phases, Creators of Live may suspend the performance of those parts that belong to a subsequent phase until the Client has approved in writing the results of the preceding phase. Creators of Live has the right to execute the Agreement in different phases and to invoice the thus executed part separately.
- Creators of Live may, if so instructed, act as an intermediary in the conclusion of one or more agreements between the Client and a third party for the actual performance of (project) work in order to produce a material work and/or deliver goods.
- Creators of Live may, only with the Client’s authorization, conclude Agreements with third parties for the actual performance of (project) work.
- Creators of Live shall apply for permits or other compulsory or non-compulsory documents and permissions from governmental or other authorities on behalf of the Client, unless otherwise agreed. Any damage and/or delay as a result of the absence of these permits or permissions shall be for the account and risk of the Client. The Client explicitly indemnifies Creators of Live for all damage or loss resulting from the lack of permits and permissions.
- The performance of work to produce a material work shall at all times be carried out by third parties with which the Client has itself directly concluded an agreement. Creators of Live shall in no way be involved in the performance of this agreement by the third party in question. Creators of Live may only advise and manage the project, but shall never be involved in the actual execution by said third parties, except in the event that Creators of Live itself has directly concluded an Agreement with the said third parties.
- If and insofar as goods are delivered by third parties, this shall take place exclusively within the scope of the agreement between such third party and Principal, in accordance with the conditions of such third party. If and insofar as any guarantee is given in this regard, such guarantee shall be enforceable only against such third party. Claims must be submitted directly to the third party unless all parties involved agree that Creators of Live is authorized to submit claims on behalf of the Client.
- 8. The parties shall make clear arrangements concerning communication. Creators of Live shall have the lead in this and shall provide guidelines to be followed by the Client, including but not limited to response times, a contact person with whom Creators of Live can communicate, contact moments and more. If Client fails to attend any contact moment with Creators of Live, the resulting consequences shall be at Client’s risk.
- Parties shall make clear arrangements regarding possible calamities and safety. Creators of Live shall have the right to set forth the guidelines to be followed by the Client. Client shall indemnify Creators of Live for all damage and consequential loss suffered by Creators of Live if Client, its employees or third parties engaged by Creators of Live fail to comply with (safety) agreements made during the Event.
- Creators of Live shall have the right to have certain work performed by third parties at its discretion, including printing.
- Communication with third parties engaged by Creators of Live shall be exclusively through Creators of Live.
- If and insofar as goods are delivered by third parties, this shall take place exclusively within the scope of the Agreement between this third party and Principal, in accordance with the conditions of this third party. If and insofar as any guarantee is given in this respect, such guarantee shall be enforceable only against such third party.
Article 22 – obligations of the Client
- Client is required to ensure that:
- Creators of Live shall have timely and free access to the site, building and/or location where the Event is held or the Services are to be performed;
- The site, building and/or location on or in which the Services are to be performed meets the applicable legal (safety) requirements and working conditions;
- The third parties engaged by it shall perform their work and/or deliveries in such a way that Creators of Live is not hindered in the performance of the Agreement;
- The goods prescribed by the Client, as well as auxiliary persons, are delivered and/or available on time. Creators of Live is not obliged to contract these independent auxiliary persons unless expressly agreed otherwise. All damage caused by the auxiliary persons proposed by the Client shall be for the account and risk of the Client.
- The Client grants Creators of Live permission to use its data, including but not limited to its logo and brand names, for the purpose of promoting the Event.
- If the Parties have agreed on the delivery and/or production of printed matter, the Client is responsible for the timely and correct delivery of the content, as well as for the final inspection of the printed matter. If after the inspection by the Client any errors are found in the printed matter, the costs of repairing these errors shall be borne by the Client.
Article 23 – Indemnification and accuracy of information
Customer shall indemnify Creators of Live against all claims of Customer arising from the actual performance of work by third parties on behalf of Customer.
Article 24 – CLC-Vecta event insurance
- The Client may take out CLC-Vecta event insurance for the purposes of the Agreement. This insurance provides coverage for various risks and calamities that may hinder or impede the progress of an Event.
- The insurance can be taken out only with Creators of Live. Creators of Live is not obliged to inform the Client of the existence of such insurance or to actively offer the insurance to the Client, i.e. in the phase prior to the conclusion of the Agreement.
PART III – Catering
These terms and conditions are in addition to the general section of the General Terms and Conditions.
Article 25 – Catering
- Creators of Live may, if instructed, provide catering and/or make reservations at catering establishments.
- Creators of Live shall not be obliged to make any refund in the event of an insufficient or incorrect service. If this is the case, Creators of Live shall be given the opportunity to remedy the defect. The parties may agree to waive the remedy. Instead, Creators of Live shall provide Client with a discount on a subsequent order, to be determined by Creators of Live.
- Creators of Live shall act in accordance with the food safety and hygiene (HACCP) regulations applicable to it.
- Client is required to provide the number of attendees in a timely manner prior to the desired delivery date.
- Creators of Live does not guarantee the possible presence of traces of food of which the Client has informed Creators of Live concerning the presence of possible allergies. Creators of Live is not liable for any injury and/or damage to the Client and/or other attendees/participants as a result.
- Creators of Live cannot guarantee that the supplier or contractual partner engaged by Creators of Live (and/or other third parties, such as catering establishments) in respect of the provision of meals and/or beverages, shall meet all legal requirements with respect to quality and food safety. Creators of Live shall never be liable, unless this is contrary to mandatory law, to the Client and/or third parties for damage caused by a violation of the rules regarding quality and food safety. The Client indemnifies Creators of Live against any and all liability in this respect.
PART IV – Content creation, development of designs as well as mediation between Client and photographer and/or videographer
These conditions are in addition to the general part of these general conditions
Article 26 – Duration of Agreement
If, due to bad weather conditions or force majeure on the part of Creators or Live, the appointment cannot take place, the parties shall consult with a view to rescheduling the appointment. Costs already incurred shall be borne by the Client, unless otherwise agreed.
Article 27 – Development of designs
- Client shall lay down in writing all wishes and requirements for the development of a design. Creators of Live may, in consultation with Client, deviate from this if it deems this necessary and/or desirable in order to achieve the desired result.
- The development of the design shall, unless Parties agree otherwise, be done in accordance with the following procedure in 5 phases:
- Phase I: concept development. The parties consult with each other to translate the Client’s wishes into a design. The information of the Client regarding the number of products and the visual characteristics is crucial. Creators of Live will make an offer which the Client must approve or reject in the agreed manner.
- Phase II: visualization. After approval of the quotation, depending on the product(s) a suitable design will be created that will fit the corporate identity of the client or will be the beginning of the corporate identity of the client which serves as a basis for further creative development. Creators of Live will deliver 1 to 2 sketches from which one or more designs can be selected. The selected sketch(s) will be developed. After approval of such a design, and the quotation prepared for it, this design can be considered as a product of the Client, which serves as a basis for further creative development. Client will receive 1 to 2 sketches from which one can be chosen. The design of the first choice will be made and the Client can choose color variations.
- Phase III: Feedback. Such a product is then further fine-tuned according to Client’s instructions. The Client shall be entitled to one round of corrections (unless otherwise agreed), as determined by Creators of Live at the time the agreement is entered into. The Client is obliged to assess and/or approve the house style and concept within a maximum period of 7 days, unless otherwise expressly agreed. Parties may agree that after an initial approval, Client is still entitled to an additional number of adjustments. If more rounds of adjustments are necessary, or if radical changes are made, an additional fee may be charged.
- Phase IV: delivery. After the reflection period as mentioned in phase III, the developed design is final provided that no adjustments/feedback have been made here. Otherwise Creators of Live will perform a final round of adjustments and the design will then be final. The Client receives the design in accordance with the quotation or agreement.
- Phase V: Completion. Upon completion of the project, it is possible to look back on the design through a client review. The Client is free not to do this.
- Client obtains only a full non-transferable license to use the design/concept plan. All previous designs and sketches and other outputs remain the property of Creators of Live and cannot be used by Client unless further arrangements are made.
- The Client is prohibited from making any changes (or causing any changes to be made) to the designs and proposals of Creators of Live without prior express written consent.
Article 28 – Content creation
- Creators of Live may, if so instructed, take care of content creation whether as part of the marketing services or otherwise. If any guarantee is given, it shall be limited to what has been explicitly agreed upon in writing.
- Customer shall notify Creators of Live in writing prior to the commencement of the work of all circumstances which are or may be of importance including any points and priorities to which Customer desires attention.
- Content creation is an expression of creativity and taste. If the Client accepts the Quotation as used by Creators of Live, this also implies that the Client accepts Creators of Live’s own approach and style. Creators of Live shall have the right to carry out the work according to its own technical and creative discretion, to the extent that this has not been expressly stated by the Client. All specific requirements and wishes of the Client shall be jointly recorded in writing by the parties.
- If Creators of Live is required to rent additional materials or space, or the expertise of third parties, or if it appears afterwards that more time is needed, additional costs may be charged during the Agreement, all on the basis of subsequent calculation. Creators of Live shall inform the Client thereof in a timely manner. The Client shall give its written consent.
- Creators of Live may require the Client to make additional arrangements concerning the performance, costs or duration of the Agreement if, in the opinion of Creators of Live, weather conditions or other external factors prevent the effective performance of the Agreement. Such circumstances may give rise to the performance of additional work.
- The copyright to the works of Creators of Live shall belong exclusively to Creators of Live, unless expressly agreed otherwise. Permission for use of a work by the Client shall exclusively be granted in advance and in writing, in the form of a license as described by Creators of Live in the offer with respect to its nature and scope. With respect to transferability of copyright, attribution of name to a work, or infringement of copyright by Creators of Live, article 25 Copyright Act shall apply.
- If Client requests ownership of the works, this can only be transferred with the explicit permission of Creators of Live whereby additional costs will be charged. Creators of Live may require the Client to enter into a separate agreement for this purpose. Creators of Live shall, however, never be obliged to comply with such request.
Article 29 – Mediation Photographer and/or videographer
- Creators of Live may, if so instructed, arrange for photographs and/or video to be taken by a photographer. Prior to commencing the work, the Client shall inform Creators of Live in writing of all circumstances which are or may be of importance, including any points and priorities to which the Client wishes attention.
- Creating videos and/or photography is an expression of creativity and taste. If Client agrees to the Quotation as used by Creators of Live, this also implies that Client agrees to the own approach and style used by photographers and/or videographers.
- Article 28 paragraphs 4 and 5 shall also apply to this article.
PART V – Printing
These conditions are in addition to the general part of these general conditions
Article 30 – Printed matter
- If agreed, Creators of Live shall provide printing services for the Client. The scope of the obligation to print the design produced by Creators of Live extends to that which has been explicitly agreed by the Parties. In doing so, the Parties shall also agree on the specifications with respect to the printed matter, which shall in any event include the number of prints, the format of the prints and the color.
- Creators of Live shall engage a third party to do the printing. If the agreement concerns printed matter, the general terms and conditions of the third party engaged shall also apply.
- Client must first give his approval before the delivered design will be printed. Creators of Live shall never be liable for manifest typing, typesetting or printing errors.
- The colors of the designs as shown in the example to be approved by the Client may vary as a result of differences in screen type, screen settings and screen quality.
- Client, after agreeing to the given example, must accept the delivered result.
PART VI – Social media marketing
These conditions are in addition to the general part of these general conditions
Article 31 – Social Media Marketing
- Social media Marketing refers to the establishment and maintenance of marketing messages on social media channels which is performed by Creators of Live on behalf of Client.
- Creators of Live offers the opportunity to draw up advertisements for a social media channel designated by the Client. Creators of Live may stipulate further conditions and/or requirements with respect to the content of these advertisements. If the content of the Client’s text is in violation of any law or regulation, or is contrary to public policy, Creators of Live has the right to refuse these texts. From the moment that the Client has approved the content, the Client shall indemnify Creators of Live for all faults in the posting of the content.
- Creators of Live does not guarantee any results regarding the provision of marketing services. Creators of Live only applies a certain strategy that has produced results in the past. Creators of Live cannot guarantee such results, but shall make every effort to obtain an improved position for the Client in Google or other visibility.
- The execution of social media campaigns further depends on guidelines, rules and policies of third parties such as e.g. Facebook/Instagram. The services are performed by Creators of Live in compliance with the restrictions set by the relevant third parties.
Article 32 – Obligations of the Client
If it is agreed that Creators of Live will perform social media marketing, the Client shall provide its full cooperation, as well as access to its website, account and all the codes and login details required for that purpose upon Creators of Live’s first request, unless otherwise agreed.
PART VII – Coaching and/or Training
These conditions are in addition to the general part of these general conditions
Article 33 – Coaching and/or Training
- If so instructed, Creators of Live may provide coaching to the Client and its employees. If coaching is mentioned below, this shall also include a training.
- Coaching shall take place at the location of Client or at a location to be specified by Creators of Live. If the coaching takes place at the location of the Client, the Client is obliged to provide the facilities required in the context of the coaching in good time. If a coaching cannot take place or is delayed because the Client has not fulfilled this obligation, all consequences shall be for the account and risk of the Client. Creators of Live is also entitled to give instructions regarding the suitability of the location and the facilities present there before the start of the coaching.
- The content of the coaching offered by Creators of Live and the advice given during the coaching are non-binding and of an advisory nature only, but Creators of Live shall observe its duty of care. The coaching shall be tailored as much as possible to the Client’s wishes and to the needs of the participant(s) concerned.
- Client shall notify Creators of Live in writing prior to the commencement of the coaching of all circumstances that are or may be of concern including any points and priorities to which Client desires attention.
- Creators of Live has the right to cancel or reschedule the coaching if there are not enough registrations. The rescheduling is at the sole discretion of Creators of Live. If the Client is not available on the new date, the Client shall be entitled to a pro rata refund of monies already paid, or to participate in coaching on another date. The parties will consult on this. If there are too many registrations, Creators of Live is entitled to have the coaching take place in multiple sessions. If applicable, the aforementioned situation will be timely discussed with the Client.
PART VIII – Mediation of means of transportation such as airplane, coach, train and/or boat
Article 34 – Mediation
- If instructed, Creators of Live may provide intermediary services. Creators of Live shall then conclude an agreement on behalf of the Client. The Client shall be obliged to immediately fulfil its payment obligations to the supplier.
- Creators of Live is in no way a travel agent and therefore does not bind itself to the Travel Agreement Act.
- Creators of Live cannot be held liable in case of damage or accident.